Buying or Selling a Business

How to buy or sell a business

If you are buying or selling a business, either through an asset sale or a share sale, you may require legal expertise from across our commercial departments, including property, employment, and contracts/agreements. An experienced business sales lawyer will support your entire transaction, including negotiation of heads of terms, performing due diligence and preparing or reviewing any sales and purchase agreement (SPA) between the parties.

There are two main ways in which to buy or sell a business that is already trading:

• an asset sale, in which all (or some) of the assets and contracts which make up the business are transferred to the buyer
• a share sale, in which ownership of the company changes hands, but all assets and contracts remain the property of the company meaning business can continue to run ‘as usual’

If the business is owned by a sole trader or partnership, the transaction will have to be by way of an asset sale. A limited company will have the choice whether to proceed under a share sale or an asset sale. Generally, this depends on legal, financial and personal considerations of the parties, including their future business plans.

When buying or selling a business you will need to consider all kinds of matters, including employees, assets, continuity, liability, VAT, stamp duty and tax. The business may also need to deal with a transfer of land as part of the deal.

Any buyer needs to be confident in what they are buying and sellers need to be sure that they aren’t left unexpectedly liable for the business. Our business sales lawyers are experienced in conducting thorough due diligence projects to give purchaser’s piece of mind, and preparing robust sales and purchase agreements to ensure key terms are clear to all.

We’re here to help

We work closely with all our clients to build a deep understanding of the business and its sector, suppliers, customers and future plans. We aim to be a helpful partner for businesses at every stage of life.

Whether you are buying or selling a business, we will meet with you at your convenience to discuss the terms of the transaction and your business plans going forward. We will keep the transaction moving, all the while keeping you involved and informed at the necessary moments.

A named lawyer will handle your account, and a member of the business team will always be available to speak to on a day to day basis.

Contact us for a quote or to book an appointment with one of our business sales lawyers.